Invacare’s Blouch retires

Gudbranson named interim leader
Friday, July 25, 2014

ELYRIA, Ohio – Invacare President and CEO Gerry Blouch will be paid benefits at a rate equal to 50% of his current salary ($875,000) for periods up to 18 months following his retirement, according to a Securities and Exchange Commission (SEC) filing.

Other terms of Blouch’s retirement package include: a benefit of $18,888 per month for up to 18 months; an additional $875 per month for up to 18 months in lieu of welfare benefits he would have been entitled to had he remained an employee; and up to $40,000 in legal fees and expenses associated with his retirement.

Invacare announced July 24 that Blouch, who has been with the company for 24 years, will retire July 31. Rob Gudbranson, CFO, will become interim president and CEO.

Also as part of his retirement package, the outstanding time-based restricted stock awards granted to Blouch under Invacare’s equity compensation plans will continue to vest through Jan. 31, 2015. He will vest in an aggregate of 16,100 shares of restricted stock as of Nov. 15, 2014, and he will forfeit all remaining unvested restricted stock effective Feb. 1, 2015.

Additionally, Invacare has amended certain of Blouch’s outstanding stock options granted under the company’s plans to provide (1) an aggregate of 12,500 unvested common shares at an exercise price of $25.24 per share, (2) an aggregate of 49,850 such shares at $24.45 per share, and (3) an aggregate of 75,000 such shares at $13.37 per share.

For Gudbranson, Invacare has raised his salary to $750,000 on an annualized basis starting Aug. 1 and ending on the earlier of (1) 12 months after his start date as interim CEO or (2) the effective date on which a new CEO starts employment.

Other terms include increasing Gudbranson’s target incentive amount under the company’s executive incentive bonus plan to 100% of his salary for the interim period, and granting shares of time-based restricted stock under the company’s equity compensation plan as shall equal $250,000 divided by the closing price per share of the company’s common shares on Aug. 1, 2014. The stocks will be vested 50% on Nov. 15, 2014; 25% on Nov. 15, 2016; and 25% on Nov. 15, 2017.

If Gudbranson is terminated or resigns while interim CEO, he will receive 18 months of salary at the rate of $430,700 annually and acceleration of vesting of his stock award; if he is terminated without cause, he will receive 18 months of salary at the rate of $430,700 annually, plus a prorated amount of any bonus earned with respect to the year of termination.